Reported Earnings • May 05
Full year 2025 earnings released: US$0.058 loss per share (vs US$0.051 loss in FY 2024) Full year 2025 results: US$0.058 loss per share (further deteriorated from US$0.051 loss in FY 2024). Net loss: US$5.15m (loss widened 38% from FY 2024). Over the last 3 years on average, earnings per share has fallen by 5% per year but the company’s share price has fallen by 11% per year, which means it is performing significantly worse than earnings. New Risk • Mar 10
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 36% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$4.5m). Earnings have declined by 18% per year over the past 5 years. Shareholders have been substantially diluted in the past year (36% increase in shares outstanding). Revenue is less than US$1m (US$7.1k revenue). Minor Risk Market cap is less than US$100m (CA$32.0m market cap, or US$23.6m). Annuncio • Mar 10
MiMedia Holdings Inc. announced that it has received $6 million in funding from Credico Marketing, Inc. On March 9, 2026, MiMedia Holdings Inc. closed the transaction. Annuncio • Feb 26
MiMedia Holdings Inc. announced that it expects to receive $6 million in funding from Credico Marketing, Inc. and other investors. MiMedia Holdings Inc. announced a non-brokered private placement of up to 24,000,000 subordinate voting shares at an issue price of $0.25 for the proceeds of 6,000,000 on February 25, 2026. Credico Marketing, Inc. will invest a majority of the new offering. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including approval of the TSX-Venture Exchange. In connection with the offering and subject to applicable securities laws and TSX-V policies, the Company may pay finders' fees to eligible parties who assist in introducing subscribers to the Company. All securities issued pursuant to the offering will be subject to a statutory four month hold period from their date of issuance. Reported Earnings • Dec 03
Third quarter 2025 earnings released: US$0.015 loss per share (vs US$0.012 loss in 3Q 2024) Third quarter 2025 results: US$0.015 loss per share (further deteriorated from US$0.012 loss in 3Q 2024). Net loss: US$1.37m (loss widened 51% from 3Q 2024). Over the last 3 years on average, earnings per share has fallen by 1% per year but the company’s share price has increased by 6% per year, which means it is well ahead of earnings. Reported Earnings • Aug 31
Second quarter 2025 earnings released: US$0.013 loss per share (vs US$0.015 loss in 2Q 2024) Second quarter 2025 results: US$0.013 loss per share. Net loss: US$1.18m (loss widened 10.0% from 2Q 2024). Annuncio • Jul 02
MiMedia Holdings Inc. announced that it has received CAD 3 million in funding On July 2, 2025, MiMedia Holdings Inc. closed the transaction. The company issued 3,872 convertible debenture units at an issue price of CAD 1,000 for the proceeds of CAD 3,872,000. Annuncio • Jun 17
MiMedia Holdings Inc. announced that it expects to receive CAD 3 million in funding MiMedia Holdings Inc. announced a non brokered private placement to issue up to 3,000 convertible debenture units at an issue price of CAD 1,000 for the proceeds of CAD 3,000,000 on June 16, 2025. Each Debenture Unit will be comprised of: one CAD 1,000 principal amount unsecured convertible debenture, 769 subordinate voting share purchase warrants of the company with an exercise price of CAD 0.65 per share and 500 subordinate voting share purchase warrants of the Company with an exercise price of CAD 1.00 per share. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time on and after the date that is 12 months following the closing date of the offering. The Convertible Debentures will mature 24 months from the Closing Date and will bear interest at a rate of 12.5% per annum, payable in cash or Subordinate Voting Shares, at the option of the Company, on a semi-annual basis. The first interest payment date for the Convertible Debentures will be December 31, 2025. The transaction is subject to stock exchange approval. The company has the option to exercise over allotment to increase proceeds to CAD 4,000,000.Company may pay finder's fees or commissions of up to 5% of the gross proceeds of the Offering, and such finder's fees or commission may be satisfied in cash or Debenture Units, or any combination of cash and Debenture units. All securities issued pursuant to the Offering will be subject to a statutory four month hold period from their date of issuance. New Risk • Jun 16
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 23% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$2.5m free cash flow). Negative equity (-US$3.9m). Earnings have declined by 20% per year over the past 5 years. Revenue is less than US$1m (US$5.8k revenue). Minor Risks Shareholders have been diluted in the past year (23% increase in shares outstanding). Market cap is less than US$100m (CA$49.2m market cap, or US$36.3m). New Risk • Jun 02
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$2.5m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$2.5m free cash flow). Negative equity (-US$3.9m). Earnings have declined by 20% per year over the past 5 years. Revenue is less than US$1m (US$5.8k revenue). Minor Risks Shareholders have been diluted in the past year (20% increase in shares outstanding). Market cap is less than US$100m (CA$42.0m market cap, or US$30.6m). Reported Earnings • Jun 02
First quarter 2025 earnings released: US$0.016 loss per share (vs US$0.013 loss in 1Q 2024) First quarter 2025 results: US$0.016 loss per share (further deteriorated from US$0.013 loss in 1Q 2024). Net loss: US$1.36m (loss widened 40% from 1Q 2024). Over the last 3 years on average, earnings per share has increased by 8% per year but the company’s share price has increased by 30% per year, which means it is tracking significantly ahead of earnings growth. Annuncio • May 06
MiMedia Holdings Inc., Annual General Meeting, Jul 03, 2025 MiMedia Holdings Inc., Annual General Meeting, Jul 03, 2025. New Risk • Mar 23
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 15% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Negative equity (-US$5.0m). Earnings have declined by 21% per year over the past 5 years. Revenue is less than US$1m (US$7.8k revenue). Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Shareholders have been diluted in the past year (15% increase in shares outstanding). Market cap is less than US$100m (CA$41.1m market cap, or US$28.6m). Annuncio • Feb 12
MiMedia Holdings Ltd. Announces Advancement of Its Cloud Platform Application MiMedia Holdings Ltd. announced the launch of its latest Cloud Platform updates. These updates introduce expanded global language offerings as well as new features designed to enhance the complete MiMedia user experience. Management will be attending this year's Mobile World Congress conference in Barcelona, Spain during the first week of March. MWC is the premiere event for business development for the Company, as leading telecom carriers and smartphone makers from all over the world will be in attendance. Management looks forward to a full slate of meetings and expects to add to its already large and growing pipeline of partner prospects. The Company will provide an update post conference regarding observed industry trends and importantly the conference's reception to the MiMedia platform and business proposition. New Risk • Jan 17
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of Canadian stocks, typically moving 18% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (18% average weekly change). Negative equity (-US$5.0m). Earnings have declined by 21% per year over the past 5 years. Revenue is less than US$1m (US$7.8k revenue). Minor Risk Market cap is less than US$100m (CA$32.4m market cap, or US$22.5m). Annuncio • Jan 16
MiMedia Holdings Inc. announced that it has received CAD 0.875 million in funding MiMedia Holdings Inc. announced that it has completed closing of its non-brokered private placement of 3,500,000 units of the Company at a price of CAD 0.25 per unit for gross proceeds of CAD 875,000 on January 15, 2025. Each Unit is comprised of one subordinate voting share in the capital of the Company and one Subordinate Voting Share purchase warrant. Each Warrant entitles the holder thereof to purchase one Subordinate Voting Share at an exercise price of CAD 0.25 per share for a period of 18 months following the closing date of the Offering. The Offering remains subject to the final acceptance of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a statutory four month hold period from their date of issuance. No finder's fees were paid by the Company in connection with the Offering. New Risk • Dec 17
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: CA$14.0m (US$9.79m) This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$2.8m free cash flow). Negative equity (-US$5.0m). Earnings have declined by 21% per year over the past 5 years. Revenue is less than US$1m (US$7.8k revenue). Market cap is less than US$10m (CA$14.0m market cap, or US$9.79m). Minor Risks Share price has been volatile over the past 3 months (15% average weekly change). Shareholders have been diluted in the past year (3.3% increase in shares outstanding). Reported Earnings • Dec 01
Third quarter 2024 earnings released: US$0.012 loss per share (vs US$0.016 loss in 3Q 2023) Third quarter 2024 results: US$0.012 loss per share (improved from US$0.016 loss in 3Q 2023). Net loss: US$906.9k (loss narrowed 21% from 3Q 2023). Reported Earnings • Aug 28
Second quarter 2024 earnings released: US$0.015 loss per share (vs US$0.014 loss in 2Q 2023) Second quarter 2024 results: US$0.015 loss per share (further deteriorated from US$0.014 loss in 2Q 2023). Net loss: US$1.07m (loss widened 6.1% from 2Q 2023). Reported Earnings • Jun 04
First quarter 2024 earnings released: US$0.013 loss per share (vs US$0.01 loss in 1Q 2023) First quarter 2024 results: US$0.013 loss per share (further deteriorated from US$0.01 loss in 1Q 2023). Net loss: US$972.1k (loss widened 31% from 1Q 2023). New Risk • May 27
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 2.4% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$3.0m free cash flow). Negative equity (-US$2.8m). Earnings have declined by 8.4% per year over the past 5 years. Revenue is less than US$1m (US$11k revenue). Minor Risks Share price has been volatile over the past 3 months (15% average weekly change). Shareholders have been diluted in the past year (2.4% increase in shares outstanding). Market cap is less than US$100m (CA$19.0m market cap, or US$13.9m). Reported Earnings • May 01
Full year 2023 earnings released: US$0.054 loss per share (vs US$0.056 loss in FY 2022) Full year 2023 results: US$0.054 loss per share. Net loss: US$3.86m (loss widened 7.8% from FY 2022). Annuncio • Apr 30
Mimedia Deploys on 100K+ Smartphones in Puerto Rico with Existing Partner Pcd Via New Deployment Approach MiMedia Holdings Ltd. announce the deployment of its mobile app to 100K+ Android smartphones in Puerto Rico with existing partner PCD via the Company's new deployment capability. Highlighted last February as a significant technical achievement for the Company, this new deployment approach features the same depth or level of integration on existing smartphones already in consumer hands that the Company achieves when integrating onto new smartphones being newly built and coming to market. With this new capability, MiMedia dramatically widens its addressable smartphones for integration to all devices currently in market as well as those coming to market of an existing partner or any new partner in the pipeline. While MiMedia had previously conducted successful smaller tests of this new deployment capability, this recent deployment represents biggest to date and the first at greater than 100K smartphones in one run. The Company is currently planning and working on similar sized deployments of this new type in the coming months with several of existing partners as well as potential new partners. As noted, this new deployment approach adds to the integration approach that MiMedia executes on smartphones being built from scratch. Current partners, such as Orbic, are now ramping up shipments in Second Quarter of newly built smartphones and tablets with MiMedia integrated in advance of the cyclically stronger second half of the year for the smartphone market. Annuncio • Apr 16
MiMedia Holdings Inc., Annual General Meeting, Jun 14, 2024 MiMedia Holdings Inc., Annual General Meeting, Jun 14, 2024. New Risk • Mar 29
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of Canadian stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$2.9m free cash flow). Negative equity (-US$1.9m). Earnings have declined by 6.9% per year over the past 5 years. Revenue is less than US$1m (US$13k revenue). Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (CA$21.4m market cap, or US$15.8m). Reported Earnings • Nov 24
Third quarter 2023 earnings released Third quarter 2023 results: Net loss: US$1.14m (loss widened 58% from 3Q 2022). Reported Earnings • Aug 24
Second quarter 2023 earnings released: US$0.014 loss per share (vs US$0.008 loss in 2Q 2022) Second quarter 2023 results: US$0.014 loss per share (further deteriorated from US$0.008 loss in 2Q 2022). Net loss: US$1.01m (loss widened 72% from 2Q 2022). Annuncio • Jul 18
MiMedia Holdings Inc. Announces the Addition of Santiago Fontan Balestra as Senior Director of Business Development MiMedia Holdings Inc. announced the addition of Santiago Fontan Balestra as Senior Director of Business Development at MiMedia. Mr. Fontan Balestra is a senior executive from the telecom and smartphone industry, with 25+ years of international experience working for leading multinational companies. In his previous role as Sales & Business Development Director Latin America South at Qualcomm, Mr. Fontan Balestra led Qualcomm's relationship with Global OEMs, Local Brands, Mobile Carriers, Retails, ODMs and Business Partners in the southern region of LATAM. His portfolio included key strategic partners in the region such as Samsung, Motorola, Xiaomi, Oppo, Acer, Lenovo, HP, Dell, Asus, and Alcatel, among others. While at Qualcomm, Mr. Fontan Balestra developed and led many business and strategic partnerships in the Mobile, Compute and 5G industries across southern LATAM, launched several premium Qualcomm smartphones plus the first ACPC (Always Connected PC) in Chile, participated in Qualcomm's 4G /LTE launch in Argentina and helped lead Qualcomm's 5G launch in Chile. Before Qualcomm, Mr. Fontan Balestra held executive positions at Brightstar, the world's largest specialized distributor and a leading global service provider for the mobile phone industry, and Movistar, Telefónica's multinational mobile carrier. Annuncio • Jul 06
MiMedia Holdings Inc. announced that it expects to receive CAD 2.5 million in funding MiMedia Holdings Inc. announced a private placement of up to 2,500 convertible debenture units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 2,500,000 on July 4, 2023. Each Debenture Unit will be consist of one CAD 1,000 principal amount unsecured convertible debenture and 1,000 subordinate voting share purchase warrants of the. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time prior to maturity, into subordinate voting shares of the Company at a conversion price of CAD 0.50 per Subordinate Voting Share. Each Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of CAD 0.65 for March 14, 2025. The Convertible Debentures will mature on March 14, 2026 and will bear interest at a rate of 10% per annum. Any payment of interest pursuant to the issuance of Subordinate Voting Shares will be subject to the prior approval of the TSX Venture Exchange and the issue price per Subordinate Voting Share shall be at the then applicable Market Price. The daily volume weighted average trading price of the Subordinate Voting Shares on the Exchange is greater than CAD 1 per Subordinate Voting Share for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principal amount of the then outstanding Convertible Debentures into Subordinate Voting Shares at the Conversion Price with at least 30 days' prior written notice to the holders of Convertible Debentures. The closing of the transaction is subject to customary closing conditions and the receipt of all required regulatory approvals, including but not limited to the approval of the Exchange. All securities issued pursuant to the Offering will be subject to a statutory four month hold period from their date of issuance. Reported Earnings • May 03
Full year 2022 earnings released: US$0.056 loss per share (vs US$0.061 loss in FY 2021) Full year 2022 results: US$0.056 loss per share. Net loss: US$3.59m (loss widened 77% from FY 2021). Annuncio • Feb 15
MiMedia Holdings Inc. announced that it expects to receive CAD 5 million in funding MiMedia Holdings Inc. announced hat it has entered into an agreement with Canaccord Genuity Corp., as lead underwriter on behalf of a syndicate of agents private placement financing 5,000 convertible debenture units at an issue price of CAD 1,000 per unit for the gross proceeds of CAD 5,000,000 on February 14, 2023. Each Debenture Unit will be comprised of: one CAD 1,000 principal amount unsecured convertible debenture and 1,000 subordinate voting share purchase warrants of the Company. The outstanding principal amount of each Convertible Debenture shall be convertible at the option of the holder thereof, at any time prior to maturity, into subordinate voting shares of the Company at a conversion price of CAD 0.50 per Subordinate Voting Share. Each Warrant shall be exercisable to acquire one Subordinate Voting Share at an exercise price of CAD 0.65 for a period of 24 months from the closing date of the transaction. The Convertible Debentures will mature 36 months from the Closing Date and will bear interest at a rate of 10% per annum, payable in cash or Subordinate Voting Shares, at the option of the Company, on a semiannual basis. Any payment of interest pursuant to the issuance of Subordinate Voting Shares will be subject to the prior approval of the TSX Venture Exchange and the issue price per Subordinate Voting Share shall be at the then applicable Market Price. The daily volume weighted average trading price of the Subordinate Voting Shares on the Exchange is greater than CAD 1 per Subordinate Voting Share for the preceding 10 consecutive trading days, the Company shall have the option to convert all of the principal amount of the then outstanding Convertible Debentures into Subordinate Voting Shares at the Conversion Price with at least 30 days' prior written notice to the holders of Convertible Debentures. The Agent further shall have the option, exercisable at any time up to 48 hours prior to the closing of the transaction, to increase the size of the Offering by up to CAD 2,000,000. Assuming the full exercise of the Agent's Option, the aggregate gross proceeds of the Offering will be CAD 7,000,000. the Company will pay to the Agent a cash commission equal to 5.0% of the aggregate gross proceeds of the transaction payable in cash or Debenture Units, or any combination of cash and Debenture Units, at the option of the Lead Agent; and warrants exercisable at any time prior to the date that is 24 months from the Closing Date to acquire that number of units which is equal to 5.0% of the gross proceeds of the transaction divided by the Conversion Price, at an exercise price per Agents' Unit equal to the Conversion Price. The closing of the transaction is subject to customary closing conditions and the receipt of all required regulatory approvals, including but not limited to the approval of the Exchange. All securities issued pursuant to the Offering will be subject to a statutory four month hold period from their date of issuance. Reported Earnings • Nov 19
Third quarter 2022 earnings released: US$0.01 loss per share (vs US$0.026 loss in 3Q 2021) Third quarter 2022 results: US$0.01 loss per share. Net loss: US$725.2k (loss widened 97% from 3Q 2021). Board Change • Nov 16
Less than half of directors are independent There are 4 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. 1 independent director (4 non-independent directors). Director John MacPhail is the most experienced director on the board, commencing their role in 2022. Independent Director Seth Solomons was the last independent director to join the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of experienced directors. Reported Earnings • Aug 15
Second quarter 2022 earnings released: US$0.008 loss per share (vs US$0.026 loss in 2Q 2021) Second quarter 2022 results: US$0.008 loss per share. Net loss: US$587.8k (loss widened 60% from 2Q 2021). Board Change • Apr 27
Less than half of directors are independent There are 4 new directors who have joined the board in the last 3 years. Of these new board members, 1 was an independent director. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. 1 independent director (4 non-independent directors). Director John MacPhail is the most experienced director on the board, commencing their role in 2022. Independent Director Seth Solomons was the last independent director to join the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of experienced directors. Annuncio • Apr 16
MiMedia Holdings Ltd. Appoints Joao Allende to Vice President of Business Development MiMedia Holdings Ltd. announced the addition of Mr. Joao Allende to the position of Vice President of Business Development. Mr. Allende is a 25+ year veteran of the telecom and smartphone industry having served in several key executive roles, including: Former Director of Product Management at Qualcomm, where Joao led commercialization of Qualcomm's Global Pass Initiative that expedited Smartphone creation in less than 60 days and managed relations with all Carriers, OEMs, Distributors, EMS and ODMs, and Former Senior Director of Product Marketing and Sales at Nokia, where Joao led customer development in MEA, LATAM, Eurasia and other emerging markets, 60+ countries served. Part of management leadership that executed transition of Nokia's device portfolio to Microsoft Windows Mobile. Board Change • Mar 24
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. No independent directors (5 non-independent directors). was the last director to join the board, commencing their role in . The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment. 
