What changed in this filing

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Item 1A. Risk Factors

2024-05-24 compared with 2024-05-20 · 16 added, 19 removed, 4 unchanged (90% of the section changed)

There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the 2022 Annual Report on Form 10-K, other

than the risk factor presented below,

We identified a material weakness in our internal control over financial reporting which, if not remediated appropriately or timely,

could affect our ability to record, process, and report financial information accurately, impair our ability to prepare financial statements, negatively affect investor confidence, and cause reputational harm.

Effective internal controls are necessary for the Company to provide reliable and accurate financial reporting and financial statements for external

purposes in accordance with generally accepted accounting principles.

A failure to maintain effective internal control over financial reporting could lead to violations, unintentional or otherwise, of laws and regulations.

As disclosed in Part I,

Item 4 "Controls and Procedures," we determined that there is a material weakness in our internal control over financial reporting and as a result, our disclosure controls and procedures and internal control over financial reporting were not

effective as of September 30, 2023.

While the Company is actively engaged in the planning for, and implementation of, remediation efforts to address the material weakness, there can be no assurance that the efforts will fully remediate the

material weakness in a timely manner.

If the Company is unable to remediate the material weakness, or is otherwise unable to maintain effective internal control over financial reporting or disclosure controls and procedures, the Company’s ability

to record, process, and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected.

Litigation, government investigations, or regulatory enforcement actions arising out

of any such failure or alleged failure could subject us to civil and criminal penalties that could materially and adversely affect the our reputation, financial condition, and operating results.

The material weakness, remediation efforts, and any

related litigation, government investigations, or regulatory enforcement actions will require management attention and resources and cause us to incur unanticipated costs, and could negatively affect investor confidence in our financial

statements, cause us reputational harm, and raise other risks to our operations.

There have been no material changes to the risk factors disclosed under Part I, Item 1A “Risk Factors” in the 2023 Annual Report on Form 10-K, other than the risk factor presented below:

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which would

negatively impact the market price and liquidity of our common stock and our ability to access the capital markets.

If we fail to satisfy the continued listing requirements of Nasdaq, such as the $1.00 minimum closing bid price or timely periodic financial

reporting requirements, Nasdaq may take steps to delist the Company’s securities.

For example, on May 14, 2024, we received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq that it had initiated the delisting process

with respect to the Company’s securities.

Following the filing of the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2023 and Annual Report on From 10-K for the year ended December 31, 2023, we received a

letter from Nasdaq on May 20, 2023, stating that the Company had regained compliance with Nasdaq continued listing requirements and the matter was closed.

Any delisting of the Company’s securities, or threat of such delisting, would have a negative

effect on the price of our common stock, impair the ability to sell or purchase our common stock when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue financing or other transactions on

acceptable terms, or at all.

Delisting from the Nasdaq Capital Market could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities.

In the event of a delisting,

we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or

improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors