Item 1A. Risk Factors
ITEM
1A: Risk Factors
Please
carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2025 filed with the SEC on March 27, 2026, which could materially affect our business, financial condition, or future
results. The risks described in the above reports are not the only risks we face. Additional risks and uncertainties not currently known
to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition and operating
results. Please also see “Special Note Regarding Forward-Looking Statements” above. In addition to the risk factors previously disclosed in our Annual Report
on Form 10-K for the year ended December 31, 2025, stockholders should carefully consider the following updates to our risk factors:
We have issued a significant number of shares
and warrants, which may result in substantial dilution to existing stockholders.
During the six months ended June 30, 2026, we completed multiple equity
transactions, including a rights offering, inducement transactions, and registered direct offerings, which raised aggregate gross proceeds
of approximately $10.4 million. These transactions resulted in the issuance of a substantial number of shares of common stock, preferred
stock, and warrants. As of June 30, 2026, we had approximately 48.5 million warrants outstanding with various exercise prices. If all
outstanding warrants are exercised, existing stockholders would experience significant dilution. Additionally, the exercise of these warrants
or the sale of shares issuable upon exercise could depress the market price of our common stock. We may need to raise additional capital
in the future, which could result in further dilution to stockholders.
ITEM
2: Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM
3: Defaults upon Senior Securities
None.
ITEM
4: Mine Safety Disclosures
Not
Applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.