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Except as described below, there have been no material changes to the risk factors previously disclosed in Part I, Item IA of our 2026 Form 10-K.
There can be no assurance that the disposition of our GK business will be consummated in a timely manner or at all, and that if consummated, will achieve the anticipated benefits.
As previously disclosed, on May 20, 2026, we entered into the Sale Agreement to sell our GK business to the Buyer (the “Transaction”). Consummation of the Transaction is subject to customary closing conditions, including a customary antitrust review in Saudi Arabia. Although we currently expect the Transaction to close in the fiscal quarter ending July 31, 2026, there can be no assurance that the required approval will be obtained, that the other closing conditions will be satisfied or waived in a timely manner or at all, or that the transaction will be consummated on the anticipated terms, in a timely manner, or at all. Additionally, there may be unforeseen expenses related to the Transaction, or we may fail to realize the expected benefits therefrom if consummated, including anticipated positive impacts on growth rates, earnings, and cash flow. Further, the payments due to Skillsoft, and ultimate collectability of the purchase price set forth in the Sale Agreement, will depend on a variety of factors, including purchase price adjustments, how the purchase price is ultimately financed and counterparty performance and credit risk. Although we currently expect proceeds, net of cash divested and before anticipated transaction costs, of between $5 million and $8 million over a period of approximately two years should the transaction close, we cannot assure that this will be the case. If the disposition is not consummated, we may be required to identify a new purchaser and renegotiate the sale of the GK business, or, alternatively, re-evaluate our strategy in relation to the GK business, including any potential adverse impact on our operational focus and resources. In addition, if the transaction is not consummated on the terms described herein, or at all, we may suffer other consequences that could materially and adversely affect our business, financial condition, results of operations and stock price, including a decrease in our stock price to the extent current prices assume that the transaction will be completed, investor confidence in us could decline, and/or relationships with existing and prospective customers, investors, and business partners may be adversely impacted.
While the Transaction is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition and results of operations.
During the period prior to the closing of the Transaction, our business is exposed to certain inherent risks and contractual restrictions that could harm our business relationships, financial condition, results of operations, and business, including: (i) our ability to continue to develop and protect our brand and reputation; (ii) our ability to successfully develop, launch, maintain, and scale new programs, offerings and features; (iii) potential uncertainty in the market for our products and services, which could lead current and prospective customers to purchase products and services from other providers or delay purchasing from us; and (iv) risks relating to our relationships with employees and business partners. If any of these effects were to occur, it could adversely impact our business, cash flow, results of operations or financial condition, as well as the market price of our common stock and our perceived value, regardless of whether the Transaction is completed.
As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, and as a result, key employees may depart.
If the transaction is not consummated, we may determine that further restructuring initiatives are necessary to improve performance or address issues identified during the previously disclosed review of strategic alternatives with respect to the GK business. Failure to consummate the transaction may require us to revise our operating plans, reallocate resources, or realign our organizational structure, any of which could also result in additional restructuring charges, which may be incurred over multiple periods.
As a result of the Transaction, our current and prospective employees could experience uncertainty about their future with us, or decide that they do not want to continue their employment following the completion of the Transaction. As a result, key employees may depart. Losses of officers or employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Transaction for any reason, including delays associated with obtaining requisite regulatory approvals. On the other hand, we may experience challenges in hiring and retaining new employees because of uncertainty or other conditions associated with the pendency or termination of the Transaction, which could materially harm our business, results of operations and financial condition.