What changed in this filing

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Item 1A. Risk Factors

2025-03-28 compared with 2024-04-16 · 204 added, 179 removed, 1160 unchanged (25% of the section changed)

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business is dependent on the successful development, regulatory approval, and commercialization of our clinical assets, in particular

a glucokinase activator which we believe is active in a range of autoimmune diseases, which we refer to as AZD1656, and a potent, irreversible

a glucokinase activator which we believe is active in a range of autoimmune disorders, which we refer to as AZD1656, and a potent, irreversible

inhibitor of human Myeloperoxidase that has the potential to treat idiopathic male infertility, which we refer to as AZD5904.

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clinical assets to continue operations.

There is substantial

doubt regarding our ability to continue as a going concern.

We will need to raise additional funding, which may not be available on acceptable

terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercial programs,

product development efforts or other operations.

The report of our independent registered public accounting

firm on the Company’s financial statements as of and for the year ended December 31, 2024, includes an explanatory paragraph indicating

that there is substantial doubt about our ability to continue as a going concern for at least one year from the date of filing.

the date of the Business Combination, Old Conduit financed its working capital requirements by raising capital through private placements

of its ordinary shares and issuing of short-term and convertible notes.

The Company has financed its working capital requirements since

the Business Combination primarily through the PIPE Financing (the “PIPE Financing”) completed in September 2023, and through

issuing of short-term and convertible notes.

We will need to raise additional funding, which may

not be available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or

terminate our commercial programs, product development efforts or other operations.

We do not expect to generate meaningful product revenues

in the foreseeable future.

Based on our current business plan as of the date of our consolidated financial statements appearing elsewhere

in this Annual Report on Form 10-K, there is substantial doubt regarding our ability to continue as a going concern.

We will need to raise

additional funding in order to execute on our current business plans and strategy, including prior to becoming profitable.

Our efforts to raise additional funding may divert

our management from their day-to-day activities, which may adversely affect our ability to develop our products.

In addition, we cannot

guarantee that financing will be available in sufficient amounts or on terms acceptable to us, if at all.

Moreover, the terms of any financing

may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt,

by us, or the possibility of such issuance, may cause the market price of our shares to decline.

The sale of additional equity or convertible

securities would dilute all of our stockholders.

The incurrence of indebtedness would result in increased fixed payment obligations, and

we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations

on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our

ability to conduct our business.

We could also be required to seek funds through arrangements with collaborative partners or otherwise

at an earlier stage than otherwise would be desirable and we may be required to relinquish rights to some of our technologies or product

candidates or otherwise agree to terms unfavorable to us, any of which may have a material adverse effect on our business, operating results

and prospects.

Moreover, as a result of recent volatile market conditions,

the cost and availability of capital has been and may continue to be adversely affected.

Concern about the stability of the banking sector

has generally led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers.

Continued turbulence in the U.S.

market and economy may adversely affect our liquidity and financial condition, including our ability

to access the capital markets to meet liquidity needs.

If we are unable to obtain funding on a timely basis,

or if revenues from collaboration arrangements are less than we have projected, we may be required to further revise our business plan

and strategy, which may result in us significantly curtailing, delaying or discontinuing one or more of our research or development programs

or may result in our being unable to expand our operations or otherwise capitalize on our business opportunities.

As a result, our business,

financial condition and results of operations could be materially affected.

a result of our limited operating history, we may not be able to correctly estimate, operating expenses, need for investment capital,

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of other clinical assets.

Failing to reach our short-term developmental milestones within anticipated timelines due to delays caused

by the COVID-19 pandemic, serious adverse or unacceptable side effects caused by our clinical assets, or other events, many of which

Failing to reach our short-term developmental milestones within anticipated timelines due to serious adverse or unacceptable side effects caused by our clinical assets, or other events, many of which

may be beyond our control, may cause our financial condition and operating results to continue to fluctuate significantly from quarter

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scientific discoveries that form the basis for our efforts to generate and develop our clinical assets are relatively recent.

is a glucokinase activator that is in a number of Phase II ready autoimmune diseases including uveitis, Hashimoto’s thyroiditis,

is a glucokinase activator that is in a number of Phase II ready autoimmune disorders including uveitis, Hashimoto’s thyroiditis,

preterm labor, and renal transplant, and the successful development of AZD1656 may require additional studies and efforts to optimize

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of AZD1656 on a limited number of initial targeted disease indications for AZD1656.

There can be no

assurance that we will not experience problems or delays in developing our current or future indications for AZD1656 and that such problems

or delays will not cause unanticipated costs, or that any such development problems can be solved.

Moreover, AZD1656 would also represent

a novel approach for the treatment of uveitis as steroids are currently the most common treatment for uveitis even though there are numerous

side effects associated with the use of steroids.

The clinical development of these novel technologies will require review and allowance

by the FDA under an Investigational New Drug Application.

There can be no assurance that we will not experience

problems or delays in developing our current or future indications for AZD1656 and that such problems or delays will not cause unanticipated

costs, or that any such development problems can be solved.

Moreover, AZD1656 would also represent a novel approach for the treatment

of uveitis as steroids are currently the most common treatment for uveitis even though there are numerous side effects associated with

the use of steroids.

The clinical development of these novel technologies will require review and allowance by the FDA under an Investigational

New Drug Application.

may not be successful in our efforts to use and expand our development platform to build a pipeline of clinical assets.

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any, will begin on time, need to be redesigned, enroll adequate number of patients on time or be completed on schedule, if at all.

addition, the Company, any partner with which we currently or may in the future collaborate, the FDA, an Institutional Review Board (or

IRB) or other regulatory authorities, including state and local agencies and counterpart agencies in foreign countries, may suspend,

addition, the Company, any partner with which we currently or may in the future collaborate, the FDA, an IRB or other regulatory authorities, including state and local agencies and counterpart agencies in foreign countries, may suspend,

delay, require modifications to, or terminate our clinical trials at any time, for various reasons, including:

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for the same indication, or clinical trials for indications for which patients do not as commonly seek treatment;

or difficulties in our clinical trials due to quarantines or other restrictions resulting from the COVID-19 pandemic or any other

in retaining subjects who have initiated a clinical trial but may withdraw at any time due to adverse side effects from the therapy,

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in applicable laws, regulations, and regulatory policies;

or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective Contract Research

Organizations (which we refer to as “CROs”), clinical trial sites, and other third-party contractors;

or failure in reaching agreement on acceptable terms in clinical trial contracts or protocols with prospective CROs, clinical trial sites, and other third-party contractors;

to add a sufficient number of clinical trial sites;

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of our clinical assets and would harm our business, financial condition, operating results, and prospects.

is substantial doubt regarding our ability to continue as a going concern.

We will need to raise additional funding, which may not be

available on acceptable terms, or at all.

Failure to obtain this necessary capital when needed may force us to delay, limit or terminate

our commercial programs, product development efforts or other operations.

report of our independent registered public accounting firm on the Company’s financial statements as of and for the year ended

December 31, 2023, includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going

concern for at least one year from the date of filing.

Through the date of the Business Combination, Old Conduit financed its working

capital requirements by raising capital through private placements of its ordinary shares and issuing of short-term and convertible notes.

The Company has financed its working capital requirements since the Business Combination primarily through the PIPE Financing (the “PIPE

Financing”) completed in September 2023, concurrently with the completion of the Business

Combination in which the Company issued an aggregate of 2,000,000 units, with each unit consisting of one share of Company common stock

together with one warrant exercisable into one share of Company common stock, at a purchase price of $10.00 per unit, for an aggregate

purchase price of $20,000,000 which yielded net proceeds of $7.8 million.

The Company has also received a $5 million commitment for working

capital, subject to agreement and definitive documentation, from Corvus Capital, a major shareholder, and expects to use that commitment

to cover its operating costs for the coming year.

will need to raise additional funding, which may not be available on acceptable terms, or at all.

Failure to obtain this necessary capital

when needed may force us to delay, limit or terminate our commercial programs, product development efforts or other operations.

not expect to generate meaningful product revenues in the foreseeable future.

Based on our current business plan as of the date of our

consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K, there is substantial doubt regarding our ability

to continue as a going concern.

We will need to raise additional funding in order to execute on our current business plans and strategy,

including prior to becoming profitable.

efforts to raise additional funding may divert our management from their day-to-day activities, which may adversely affect our ability

to develop our products.

In addition, we cannot guarantee that financing will be available in sufficient amounts or on terms acceptable

to us, if at all.

Moreover, the terms of any financing may adversely affect the holdings or the rights of our stockholders and the issuance

of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our shares

The sale of additional equity or convertible securities would dilute all of our stockholders.

The incurrence of indebtedness

would result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations

on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other

operating restrictions that could adversely impact our ability to conduct our business.

We could also be required to seek funds through

arrangements with collaborative partners or otherwise at an earlier stage than otherwise would be desirable and we may be required to

relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, any of which may have

a material adverse effect on our business, operating results and prospects.

as a result of recent volatile market conditions, the cost and availability of capital has been and may continue to be adversely affected.

Concern about the stability of the banking sector has generally led many lenders and institutional investors to reduce, and in some cases,

cease to provide credit to businesses and consumers.

Continued turbulence in the U.S.

market and economy may adversely affect our liquidity

and financial condition, including our ability to access the capital markets to meet liquidity needs.

we are unable to obtain funding on a timely basis, or if revenues from collaboration arrangements are less than we have projected, we

may be required to further revise our business plan and strategy, which may result in us significantly curtailing, delaying or discontinuing

one or more of our research or development programs or may result in our being unable to expand our operations or otherwise capitalize

on our business opportunities.

As a result, our business, financial condition and results of operations could be materially affected.

have identified material weaknesses in our internal control over financial reporting.

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have limited segregation of duties.

For the periods under audit, Old Conduit did not have any internal personnel in the financial

For the periods under audit, the Company did not have any internal personnel in the financial

accounting and reporting department, instead relied upon third party consultants to perform these activities.

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in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

We are implementing

measures designed to improve our internal control over financial reporting to remediate these material weaknesses, although they have

not been fully remediated as of the date of this filing.

As a part of these measures, we entered into an employment agreement with Mr.

Sragovicz, previously MURF’s Chief Financial Officer, which provides that Mr.

Sragovicz will serve as the Company’s Chief

Financial Officer.

In addition, we anticipate hiring additional qualified accounting personnel with experience with complex GAAP and

SEC rules while, meanwhile, continuing to engage consultants to assist with our financial statement close process, segregating duties

among accounting personnel to enable adequate review controls, further developing and documenting our accounting policies, and designing,

implementing, and/or expanding IT systems and application controls in our systems relevant to the preparation of the consolidated financial

We also expect to engage an external advisor to assist with evaluating and documenting the design and operating effectiveness

of internal controls and assisting with the remediation of deficiencies, as necessary.

The primary costs associated with such measures

are corresponding recruiting and additional salary and consulting costs, which are difficult to estimate but which may be significant.

These additional resources and procedures are intended to enable us to broaden the scope and quality of our internal review of underlying

information related to financial reporting and to formalize and enhance our internal control procedures.

material weaknesses will not be considered remediated until our remediation plan has been fully implemented, the applicable controls

We are reviewing measures

designed to improve our internal control over financial reporting to remediate these material weaknesses, although they have not been

fully remediated as of the date of this filing.

As a part of these measures, we also expect to engage an external advisor to assist with

evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies

when funding and additional liquidity becomes available, as necessary.

The primary costs associated with such measures are corresponding

recruiting and additional salary and consulting costs, which are difficult to estimate but which may be significant.

These additional

resources and procedures are intended to enable us to broaden the scope and quality of our internal review of underlying information

related to financial reporting and to formalize and enhance our internal control procedures.

material weaknesses will not be considered remediated until a remediation plan has been fully implemented, the applicable controls

operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are

operating effectively.

We currently expect to commence the remediation plan by documenting and implementing such plan, followed with

testing such controls over time.

We cannot predict the success of such efforts or the outcome of its assessment of the remediation efforts.

Our efforts may not remediate these material weaknesses in our internal control over financial reporting, or additional material weaknesses

may be identified in the future.

A failure to implement and maintain effective internal control over financial reporting could result

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to enter into arrangements with alternative CROs or clinical trial sites or do so on commercially reasonable terms.

In addition, if

our relationship with clinical trial sites is terminated, we may experience the loss of follow-up information on patients enrolled in

our ongoing clinical trials unless we are able to transfer the care of those patients to another qualified clinical trial site.

In addition, if our

relationship with clinical trial sites is terminated, we may experience the loss of follow-up information on patients enrolled in our

ongoing clinical trials unless we are able to transfer the care of those patients to another qualified clinical trial site.

principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time and could receive

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currently rely on agreements with third parties for the purpose of licensing clinical assets from large pharmaceutical companies.

example, we have agreements with St George Street pursuant to which we license clinical assets from St George Street and, in turn, St

George Street licenses such assets from AstraZeneca.

If we are in breach of the agreements, the termination of such agreement(s) could

materially adversely affect our business, financial condition, operating results, and prospects.

Our business strategy heavily depends

on our ability to commercialize our clinical assets and our ability to enter into license agreements relating to such clinical assets

is critical to the success of our operations.

In addition, we are not a party to the license agreements between St George Street and

AstraZeneca, and St George Street may have other agreements with third parties relating to the development of the clinical assets that

A termination of such third-party agreements could have a material impact on or materially disrupt our operations.

we hold our own intellectual property outside of the scope of our agreements with third parties, a termination of the agreement could

adversely affect our business and ability to commercialize our clinical assets.

These third parties play a significant role in the conduct

of these trials and the subsequent collection and analysis of data from the clinical trials.

We rely heavily on these parties for the

execution of our clinical trials and preclinical studies, and control only certain aspects of their activities.

example, we have agreements with AstraZeneca pursuant to which we license clinical assets from AstraZeneca.

If we are in breach of the

agreements, the termination of such agreement(s) could materially adversely affect our business, financial condition, operating results,

and prospects.

Our business strategy heavily depends on our ability to commercialize our clinical assets and our ability to enter into

license agreements relating to such clinical assets is critical to the success of our operations

may choose not to continue developing or commercializing any of our clinical assets at any time during development or after approval,

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our clinical assets or otherwise implement our business plan.

ability to compete in the highly competitive pharmaceuticals industry depends upon its ability to attract and retain highly qualified

ability to compete in the highly competitive pharmaceuticals industry depends upon our ability to attract and retain highly qualified

managerial, scientific, medical, sales, marketing, and other personnel.

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If we lose the services

of any of these individuals, we might not be able to find suitable replacements on a timely basis or at all,

our business could be harmed as a result.

We do not maintain “key man” insurance policies on the lives of these individuals

or the lives of any of our other employees.

In order to retain valuable employees, in addition to salary and cash incentives, we provide

stock options that vest over time.

of any of these individuals, we might not be able to find suitable replacements on a timely basis or at all, and our business could be

harmed as a result.

We do not maintain “key man” insurance policies on the lives of these individuals or the lives of any

of our other employees.

In order to retain valuable employees, in addition to salary and cash incentives, we provide stock options that

vest over time.

might not be able to attract or retain qualified management and other key personnel in the future due to the intense competition for

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accounting pronouncements or changes in our accounting policies.

Concentration

of ownership of our equity securities may have the effect of delaying or preventing a change in control.

of April 16, 2024, Corvus Capital Limited (of which Dr.

Regan, a director on our board of directors, is the Chief Executive Officer),

Algo Holdings, Inc., and Dr.

Regan personally, together hold an ownership interest of 45,593,799 shares of our common stock or approximately

61.8% of our outstanding common stock, St George Street Capital holds an ownership interest of 4,749,816 shares of our common stock or

approximately 6.4% of our outstanding common stock, and the Sponsor holds an ownership interest of 4,105,250 shares of our common stock

or approximately 6.4% of our outstanding common stock.

As a result, a small number of our equity holders may have the ability to determine

the outcome of corporate actions of the Company requiring stockholder approval, including the election all of the directors of the board

of directors and the approval of significant corporate matters.

This concentration of ownership may have the effect of delaying or preventing

a change in control and might adversely affect the market price of our common stock.

Capital Limited, Algo Holdings, Inc., and Andrew Regan, our principal stockholders, beneficially own greater than 50% of our outstanding

shares of common stock, which will cause us to be deemed a “controlled company” under the rules of Nasdaq.

of April 16, 2024, Corvus Capital Limited, Algo Holdings, Inc.

and Andrew Regan (one of our directors) beneficially own 61.7% of the

voting power of our capital stock.

Because Corvus Capital Limited, Algo Holdings, Inc.

Regan beneficially own more than 50% of

our outstanding shares, we are a “controlled company” under the rules of Nasdaq.

Under these rules, a company of which more

than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such,

can elect to be exempt from certain corporate governance requirements, including requirements that:

majority of the board of directors consist of independent directors;

board of directors maintain a nominations committee with prescribed duties and a written charter;

board of directors maintains a compensation committee with prescribed duties and a written charter and comprised solely of independent

a “controlled company,” we may elect to rely on some or all of these exemptions, however, we do not intend take advantage

of any of these exemptions.

Despite the fact we do not intend to take advantage of these exemptions, our status as a controlled company

could make our common stock less attractive to some investors or otherwise harm our stock price.

in foreign currency could have an effect on our reported results of operations.

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may not be able to develop or market the affected clinical asset.

Our business strategy depends on our ability to commercialize our clinical

assets and our ability to enter into license agreements relating to such clinical assets is critical to the success of our operations.

The loss of such rights could materially adversely affect our business, financial condition, operating results, and prospects.

information about these license arrangements, see “Business — Strategic Alliances and Arrangements.”

Our business strategy depends on our ability to commercialize our

clinical assets and our ability to enter into license agreements relating to such clinical assets is critical to the success of our

The loss of such rights could materially adversely affect our business, financial condition, operating results, and

For more information about these license arrangements, see “Business — Principal Strategic Partnerships.”

we are sued for infringing intellectual property rights of third parties, it will be costly and time-consuming, and an unfavorable outcome

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a letter from Strand Hanson Limited (“Strand”) claiming it was owed advisory fees pursuant to a previously executed letter.

Conduit rejected and disputes the substance of the letter in full.

Conduit rejected and disputed the substance of the letter in full.

Following such rejection, on September 7, 2023, Strand filed a claim

in the Business and Property Courts of England and Wales claiming it is entitled to be paid the sum of $2 million and, as a result of

the event the Business Combination is completed, to be issued 6.5 million shares of common stock.

the event the Business Combination is completed, to be issued 65 thousand shares of common stock.

We intend to vigorously defend against

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our clinical development of our clinical assets.

use artificial intelligence technology in our business, specifically, in relation to our service agreement with Sarborg and

challenges with properly managing such technology could result in reputational harm, competitive harm and legal liability, and

adversely affect our business, financial condition and results of operations.

December 12, 2024, we entered into the Sarborg Agreement with Sarborg.

Under the terms of the Sarborg Agreement, Sarborg will provide

algorithmic and cybernetic technology services to Conduit, including the development of decision-support tools and advanced cybernetic

systems tailored to enhance Conduit’s decision-making processes and maximize the value of its pharmaceutical asset portfolio.

will perform the services to Conduit comprised of three phases:

the Initial Phase (0-24 weeks) focuses on establishing a foundation for

collaboration and aligning Sarborg’s services with Conduit’s strategic goals;

the Development Phase (24-36 weeks) involves

building technological infrastructure, including dashboards and predictive models;

and the Ongoing Services Phase (36-52 weeks) ensures

the sustained functionality and relevance of Sarborg’s deliverables while supporting Conduit’s growth through iterative improvements

Sarborg will create specific deliverables, including reports, computer programs, software applications, APIs, mobile applications,

source code, written technical specifications and designs, operating and maintenance manuals, and other recorded data and information

arising from or relating to the services.

Sarborg will provide all necessary resources to perform the services and deliver the deliverables

in accordance with the Sarborg Agreement.

date, Conduit has successfully completed the Initial Phase of its collaboration with Sarborg, establishing a strong foundation for

integrating AI-driven solutions into our operations.

This phase focused on identifying key inputs for the algorithmic approach and

ensuring alignment between Sarborg’s services and Conduit’s strategic goals.

As part of this effort, Sarborg has

successfully delivered three key milestones.

First, they conducted detailed teach-in sessions with Conduit’s management team

to gain a deeper understanding of our objectives, challenges, and operational workflows, resulting in documented meeting agendas,

minutes, and action plans.

Second, they finalized and validated a set of proprietary inputs essential for their cybernetic models,

tailored specifically to Conduit’s portfolio and R&D pipeline.

Finally, they completed an in-depth market analysis of

potential cocrystal candidates, assessing the patent landscape, competitive positioning, and market size.

The insights from this

market analysis are now informing Conduit’s ongoing strategic decision-making.

With these key milestones delivered, we are now

progressing to the next phase of development.

has now commenced Phase II:

The Development Phase, which focuses on building the technological infrastructure necessary to integrate

AI into Conduit’s operations.

As part of this, Sarborg has successfully completed the first milestone, Dashboard Creation and Refinement,

delivering personalized dashboards that provide Conduit’s key personnel with real-time access to critical data related to deliverables,

clinical trials, and drug discovery.

These initial dashboards, along with user interface mock-ups and a dashboard user guide, will serve

as the foundation for further refinements.

Moving forward, the platform will continue to be optimized to maximize efficiency and ensure

seamless integration into Conduit’s workflows.

with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and

therefore our business.

AI algorithms may be flawed or biased.

Datasets used to train or develop AI systems may be insufficient, of inferior

quality, or contain biased information.

Additionally, the laws and regulations concerning the use of AI continue to evolve.

or integration of AI systems, or the outputs generated by such systems, were determined to be non-compliant (e.g., in relation to intellectual

property or data privacy rights), this may result in liability, including legal liability, or adversely affect our business, reputation,

brand, financial condition and results of operations.

It is possible that emerging regulations may limit or block the use of AI in our

business and solutions or otherwise impose other restrictions that may affect or impair the usability or efficiency of our business or

services for an extended period of time or indefinitely.

Our competitors or other third parties may incorporate AI into their product

development, technology and infrastructure more quickly or more successfully than us, which could impair our ability to compete effectively

and adversely affect our business, financial condition and results of operations.

Related to Securities Markets and Investment in Our Stock

may delist our securities from trading on its exchange.

common stock is listed on The Nasdaq Global Market and our redeemable warrants are listed on The Nasdaq Capital Market.

Although we met

the minimum initial listing standards of Nasdaq, which generally only requires that we meet certain requirements relating to stockholders’

equity, market capitalization, aggregate market value of publicly held shares, and distribution requirements, we cannot assure investors

that our securities will continue to be listed on Nasdaq in the future.

The inability to comply with Nasdaq’s continued requirements

or standards could result in the delisting of our common stock, which could have a material adverse effect on our financial condition

and could cause the value of the common stock to decline.

If we do not maintain

our trading market’s listing requirements, Nasdaq may delist our securities from trading on its exchange.

In August 2024, the Company

received deficiency letters from Nasdaq notifying the Company that it was not in compliance with Listing Rule 5450(a)(1) (the “Bid

Price Rule”), Listing Rule 5450(b)(2)(C) (the “MVPHS Rule”) and Listing Rule 5450(b)(2)(A) (the “MVLS Rule”,

together with the Bid Price Rule and the MVPHS Rule, the “Rules”).

The Company had until February 10, 2025, and February

11, 2025, to regain compliance with the Rules.

On December 17, 2024, Nasdaq issued a letter to the Company that as of December 17, 2024,

it determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days.

Nasdaq had determined to delist the Company’s common stock and redeemable warrants from The Nasdaq Global Market, on December 27,

The Company subsequently requested and received a hearing (the “Nasdaq Hearing”) from the Nasdaq Hearings Panel (the

The Company submitted a written plan of compliance to cure its Rule deficiencies to Nasdaq on January 22, 2025,

and attended the Nasdaq Hearing for the Company on February 11, 2025.

On March 5, 2025, the Company received a written notification (the

“Notice”) from the Panel confirming it has granted the Company such an extension for the Company to regain compliance with

the MVPHS and MVLS rules, provided that the Company, (i) on or before March 12, 2025, files an application to transfer to the Nasdaq

Capital Market, which application was submitted on March 7, 2025, and (ii) on or before March 31, 2025, demonstrates compliance with all Nasdaq listing rules,

which it intends to do, and believes it will satisfy.

Additionally, the Company was also notified in the Notice that as of February

26, 2025, it had regained compliance with the Bid Price Rule.

the transfer to the Nasdaq Capital Market, the Company’s current MVPHS will be compliant with the MVPHS continued listing

standard of greater than $1.0 million and the Company believes it will be able to demonstrate its compliance with the Equity

Standard of Stockholder’s Equity greater than $2.5 million prior to the March 31, 2025, deadline to the satisfaction of

Nasdaq, although no such assurance can be given.

The inability to comply with Nasdaq’s continued requirements or standards

could result in the delisting of our common stock, which could have a material adverse effect on our financial condition and could

cause the value of the common stock to decline.

our common stock were to be delisted from trading on The Nasdaq Global Market and the trading price of our common stock were below $5.00

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costs may be substantial, and the lenders may have a preferential position in connection with any future bankruptcy or liquidation involving

April 12, 2024, the last quoted sale price for our common stock as reported on Nasdaq was $3.18 per share.

Currently, the exercise prices

of the Company’s warrants are greater than the current market price of our common stock.

Accordingly, such warrants are unlikely

to be exercised and therefore the Company does not expect to receive any proceeds from such exercise of the warrants in the near term.

Whether any holders of Warrants determine to exercise such warrants, which would result in cash proceeds to the Company, will likely

depend upon the market price of our common stock at the time of any such holder’s determination.

March 27, 2025, the last quoted sale price for our common stock as reported on Nasdaq was $0.77 per share.

Currently, the exercise

prices of the Company’s warrants are significantly greater than the current market price of our common stock.

such warrants are unlikely to be exercised and therefore the Company does not expect to receive any proceeds from such exercise of

the warrants in the near term.

Whether any holders of Warrants determine to exercise such warrants, which would result in cash

proceeds to the Company, will likely depend upon the market price of our common stock at the time of any such holder’s

determination.

we are unable to raise additional capital when needed, we may be required to curtail the development of our technology or materially

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to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact

may issue additional shares of common stock or preferred stock under an employee incentive plan, which would dilute the interest of our

stockholders.

may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan.

The issuance of additional

shares of common or preferred stock:

may issue additional shares of common stock or preferred stock under an employee incentive plan or under our existing at the market offering program, which would dilute the interest of

our stockholders.

may issue a substantial number of additional shares of common or preferred stock under an employee incentive plan or under our ongoing at the market offering program.

The issuance of

additional shares of common or preferred stock:

significantly dilute the equity interest of investors;

5 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-K

Item 1A. Risk Factors