Risk Factors.
−Removed: that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual
−Removed: Report on Form 10-K filed with the SEC on April 14, 2025, and our registration statement on Form S-3 filed with the SEC on March 13,
−Removed: Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.
−Removed: Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
−Removed: ARE NOT CURRENTLY IN COMPLIANCE WITH NASDAQ’S LISTING REQUIREMENTS;
−Removed: IF WE ARE NOT ABLE TO REGAIN COMPLIANCE WITH THOSE REQUIREMENTS
−Removed: WITHIN THE TIME PERIODS PERMITTED BY NASDAQ, OUR COMMON STOCK MAY BE DELISTED, WHICH WOULD LIKELY IMPAIR OUR ABILITY TO RAISE CAPITAL
−Removed: AND COULD CONSTITUTE AN EVENT OF DEFAULT UNDER OUR OUTSTANDING PROMISSORY NOTES.
−Removed: November 5, 2024, the Company received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)
−Removed: indicating that the Company was not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)
−Removed: for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).
−Removed: The Nasdaq listing rules require
−Removed: listed securities to maintain a minimum bid price of $1.00 per share, and, based upon the closing bid price of the Company’s common
−Removed: stock for the prior 30 consecutive business days, the Company no longer met that requirement.
−Removed: The Nasdaq rules initially provided the
−Removed: Company a compliance period of 180 calendar days from the date of the notice (or until May 5, 2025) in which to regain compliance with
−Removed: the Minimum Bid Price Requirement.
−Removed: On May 7, 2025, Nasdaq granted the Company an additional 180-day extension (or until November 3, 2025)
−Removed: to regain compliance with the Minimum Bid Price Requirement.
−Removed: On October 20, 2025, Nasdaq notified the Company that the Company had regained
−Removed: compliance with the Minimum Bid Price Requirement, and the matter was closed.
−Removed: January 8, 2025, the Company received a written notice from Nasdaq indicating that the Company was not in compliance with Nasdaq’s
−Removed: annual shareholder meeting requirement as set forth in Listing Rules 5620(a) and 5810(c)(2)(G) (the “Annual Shareholder Meeting
−Removed: Requirement”).
−Removed: The Nasdaq listing rules require the Company to have an annual meeting of shareholders within twelve months of the
−Removed: end of the Company’s fiscal year end, and the Company has not had an annual meeting within twelve months of the Company’s
−Removed: 2023 fiscal year end as required.
−Removed: The Nasdaq rules provided the Company 45 calendar days to submit a plan to regain compliance with the
−Removed: Annual Shareholder Meeting Requirement.
−Removed: The Company submitted such plan as required, and on February 27, 2025, Nasdaq provided the Company
−Removed: an extension of until June 3, 2025, to regain compliance with the Annual Shareholder Meeting Requirement.
−Removed: On April 30, 2025, the Company
−Removed: held its annual meeting of shareholders, and the Company regained compliance with the Annual Shareholder Meeting Requirement.
−Removed: April 17, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule
−Removed: 5250(c)(1) because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
−Removed: requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.
−Removed: Under Nasdaq rules,
−Removed: the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance.
−Removed: If Nasdaq accepts the Company’s
−Removed: plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to
−Removed: regain compliance.
−Removed: May 26, 2026, the Company received a written notice Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule
−Removed: 5250(c)(1) because the Company had not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026.
−Removed: rule requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission.
−Removed: rules, the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance.
−Removed: If Nasdaq accepts the Company’s
−Removed: plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 16, 2026, to
−Removed: regain compliance.
−Removed: Company intends to submit a plan to Nasdaq regarding regaining compliance with Nasdaq’s rules.
−Removed: However, there can be no assurance
−Removed: that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any
−Removed: extension period granted by Nasdaq.
−Removed: If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to
−Removed: appeal that decision to a Nasdaq hearings panel.
−Removed: the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing
−Removed: the liquidity and market price of the Company’s common stock;
−Removed: (ii) reducing the number of investors willing to hold or acquire
−Removed: the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing;
−Removed: (iii) limiting
−Removed: the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company
−Removed: from accessing the public capital markets;
−Removed: and (iv) impairing the Company’s ability to provide equity incentives to its employees.
−Removed: Additionally, delisting of the Company’s common stock from the Nasdaq Capital Market could constitute an event of default under
−Removed: its outstanding convertible promissory notes, resulting in those notes becoming immediately due and payable, and resulting in default
−Removed: penalties being applied to those notes.
+Added: Factors that could cause our actual results to differ materially from those
+Added: in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 14, 2025, and our
+Added: registration statement on Form S-3 filed with the SEC on March 13, 2025.
+Added: Any of these factors could result in a significant or material
+Added: adverse effect on our results of operations or financial condition.
+Added: Additional risk factors not presently known to us or that we currently
+Added: deem immaterial may also impair our business or results of operations.
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.